Usio (NASDAQ: USIO) tightens bylaws as shareholders back all proposals
Filing Impact
Filing Sentiment
Form Type
8-K/A
Rhea-AI Filing Summary
Usio, Inc. amended and restated its bylaws, designating Nevada state courts as the exclusive forum for most internal corporate disputes and U.S. federal district courts as the exclusive forum for Securities Act claims, subject to law. The company also made clarifying changes to officer titles.
At the annual meeting, stockholders elected Class III directors Ernesto R. Beyer and Bradley Rollins. They approved, on a non-binding basis, executive compensation and ratified Withum Smith+Brown, P.C. as independent auditor for the fiscal year ending December 31, 2026. Voting was based on 27,621,564 shares entitled to vote, with 19,455,022 shares present or represented.
Positive
- None.
Negative
- None.
8-K Event Classification
5 items: 3.03, 5.03, 5.07, 7.01, 9.01
5 items
Item 3.03
Material Modification to Rights of Security Holders
Securities
A change was made that materially affects the rights of existing shareholders (e.g., dividend rights, voting rights).
Item 5.03
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Governance
The company amended its charter documents, bylaws, or changed its fiscal year.
Item 5.07
Submission of Matters to a Vote of Security Holders
Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Item 7.01
Regulation FD Disclosure
Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
Shares entitled to vote: 27,621,564 shares
Shares present or by proxy: 19,455,022 shares
Broker non-votes: 6,570,848 shares
+4 more
7 metrics
Shares entitled to vote
27,621,564 shares
Common stock entitled to vote at 2026 annual meeting
Shares present or by proxy
19,455,022 shares
Shares represented at 2026 annual meeting
Broker non-votes
6,570,848 shares
Broker non-votes at 2026 annual meeting
Votes for Beyer
11,142,286 votes
Election of Class III director Ernesto R. Beyer
Votes for Rollins
11,407,747 votes
Election of Class III director Bradley Rollins
Say-on-pay support
10,166,645 votes for
Advisory vote on executive compensation
Auditor ratification support
18,464,009 votes for
Ratification of Withum Smith+Brown, P.C. for 2026
Key Terms
exclusive forum, internal action, broker non-votes, non-binding advisory vote, +2 more
6 terms
exclusive forum regulatory
"shall be the sole and exclusive forum for any actions, suits or proceedings"
internal action regulatory
"any internal action (as defined in Nevada Revised Statutes 78.046) including any action asserting a claim"
broker non-votes financial
"of which 6,570,848 were broker non-votes"
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
non-binding advisory vote financial
"approved, by non-binding advisory vote, the compensation of our named executive officers"
A non-binding advisory vote is a shareholder vote that expresses investors’ opinion on a proposal (such as executive pay, corporate policy, or governance practices) but does not legally force the company to act. Think of it like a customer survey: it signals whether owners approve or disapprove and can pressure boards and managers to change course, so investors watch the result as an indicator of governance risk and potential future shifts in company strategy or leadership.
independent registered public accounting firm financial
"to serve as our independent registered public accounting firm for the fiscal year"
An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.
forward-looking statements regulatory
"This report (including Exhibit 99.1) contains forward-looking statements."
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 10, 2026
(Exact name of registrant as specified in its charter)
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of incorporation)
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Identification No.)
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(Address of principal executive offices)
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(Zip Code)
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(210 ) 249-4100
(Registrant’s telephone number, including area code)
Not applicable.
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading symbol(s)
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Name of each exchange on which registered
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The
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Explanatory Note
This Amendment No. 1 to the Current Report on Form 8-K (this “8-K Amendment”) amends the Current Report on Form 8-K filed on June 10, 2025 (i) to add Item 3.03, which cross-references Item 5.03, (ii) to revise the description of the amendments to the Bylaws and (iii) to file a revised copy of the Amended and Restated Bylaws as Exhibit 3.1.
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Item 3.03
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Material Modification to Rights of Security Holders
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To the extent required, the information set forth below under Item 5.03 is hereby incorporated by reference into this Item 3.03.
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Item 5.03
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Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
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On June 10, 2026, the Board of Directors of Usio, Inc. (the “Corporation”) amended and restated the Corporation’s Amended and Restated Bylaws (“Bylaws”). Among other things, the amendments contained in the Bylaws provide that the Eighth Judicial District Court of Clark County, Nevada (or, if the Eighth Judicial District Court of Clark County, Nevada does not have jurisdiction, any other state court located within the State of Nevada) shall be the sole and exclusive forum for any actions, suits or proceedings, whether civil, administrative or investigative (i) brought in the name or right of the Corporation or on its behalf, (ii) asserting a claim for breach of any fiduciary duty owed by any current or former director, officer, employee or agent of the Corporation to the Corporation or the Corporation’s stockholders, (iii) any internal action (as defined in Nevada Revised Statutes 78.046) including any action asserting a claim against the Corporation arising pursuant to any provision of Nevada Revised Statutes Chapters 78 or 92A, the articles of incorporation or the Bylaws, or any agreement as to which the Nevada Revised Statutes confer jurisdiction on the district court of the State of Nevada, (iv) to interpret, apply, enforce or determine the validity of the articles of incorporation or the Bylaws or (v) asserting a claim governed by the internal affairs doctrine.
The amendments contained in the Bylaws also provide that, to the fullest extent permitted by law, and unless the Corporation consents in writing to the selection of an alternative forum, the federal district courts of the United States shall be the sole and exclusive forum for any claim arising under the Securities Act of 1933, as amended, or any rule or regulation promulgated thereunder.
The amendments contained in the Bylaws also effected certain other administrative, clarifying, and conforming changes, including revising references to the Chief Financial Officer to instead reference the Treasurer, who may be the Chief Financial Officer, Chief Accounting Officer or such other officer serving as the functional equivalent of a Treasurer.
The foregoing summary is qualified in its entirety by reference to the Bylaws, a copy of which is attached hereto as Exhibit 3.1 and is incorporated in this Item 5.03 by reference.
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Item 5.07
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Submission of Matters to a Vote of Security Holders
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On June 10, 2026, we held our Annual Meeting of Stockholders. Proxies were solicited pursuant to our definitive proxy statement filed on April 29, 2026, with the Securities and Exchange Commission under Section 14(a) of the Securities Exchange Act of 1934.
The number of shares of our common stock entitled to vote at the annual meeting was 27,621,564. The holders of 19,455,022 shares of common stock were present or represented by valid proxy at the annual meeting, of which 6,570,848 were broker non-votes. Each share of common stock was entitled to one vote with respect to matters submitted to our stockholders at the annual meeting. At the annual meeting, our stockholders voted on the matters set forth below.
Proposal 1A –Election of two Class IIIDirectors: Ernesto R. Beyer and Bradley Rollins to serve until the 2029 Annual Meeting of Stockholders or until their successor is duly elected and qualified.
Ernesto R. Beyer and Bradley Rollins were each duly elected as a Class III director. The results of the election were as follows:
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NOMINEE
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FOR
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AGAINST
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WITHHELD
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BROKER NON-VOTES
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| Ernesto R. Beyer | 11,142,286 | 0 | 1,741,888 | 6,570,848 |
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Bradley Rollins
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11,407,747
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0
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1,476,427
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6,570,848 |
Proposal 2 – Advisory Vote on Executive Compensation
Our stockholders voted upon and approved, by non-binding advisory vote, the compensation of our named executive officers for the year ended December 31, 2025, as described in our proxy statement. The votes on this proposal were as follows:
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FOR
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AGAINST
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ABSTAIN
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BROKER NON-VOTES
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10,166,645
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2,672,494
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45,035
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6,570,848 |
Proposal 3 – Ratification of the Appointment of Independent Registered Public Accounting Firm
Our stockholders voted upon and approved the ratification of the appointment of Withum Smith+Brown, P.C., to serve as our independent registered public accounting firm for the fiscal year ending December 31, 2026. The votes on this proposal were as follows:
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FOR
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AGAINST
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ABSTAIN
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18,464,009
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979,087
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11,926
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Item 7.01
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Regulation FD Disclosure
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The presentation delivered at our 2026 annual meeting of stockholders is attached as Exhibit 99.1.
The information in Exhibit 99.1 is furnished pursuant to Item 7.01 and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of the Section. The information in this Report will not be deemed an admission as to the materiality of any information required to be disclosed solely to satisfy the requirements of Regulation FD.
This report (including Exhibit 99.1) contains forward-looking statements. Forward-looking statements include, but are not limited to, statements that express our intentions, beliefs, expectations, strategies, predictions, or any other statements related to our future activities, or future events or conditions. These statements are based on current expectations, estimates and projections about our business based, in part, on assumptions made by management. These statements are not guarantees of future performances and involve risks, uncertainties and assumptions that are difficult to predict. Therefore, actual outcomes and results may differ materially from what is expressed or forecasted in the forward-looking statements due to numerous factors, including those risks discussed in our Annual Report on Form 10-K and in other documents that we file from time to time with the SEC. Any forward-looking statements speak only as of the date on which they are made, and we do not undertake any obligation to update any forward-looking statement to reflect events or circumstances after the date of this report, except as required by law.
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Item 9.01
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Financial Statements and Exhibits.
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| 3.1 | Amended and Restated By-Laws (filed herewith) |
| 99.1 | Usio, Inc. Presentation for 2026 Annual Meeting of Shareholders on June 10, 2026 |
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104
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Cover Page Interactive Data File (embedded within the Inline XBRL document)
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: June 16, 2026 |
USIO, INC.
By: /s/ Louis A. Hoch
Name: Louis A. Hoch
Title: Chief Executive Officer and Chairman of the Board
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Exhibit 99.1
FAQ
What governance change did Usio (USIO) make in its amended bylaws?
Usio amended its bylaws to designate Nevada’s Eighth Judicial District Court, or other Nevada state courts if needed, as the exclusive forum for most internal corporate disputes and related fiduciary duty claims, aligning litigation with its Nevada incorporation and clarifying where such actions must be brought.
What is Usio (USIO) changing about Securities Act lawsuits in its bylaws?
Usio’s amended bylaws provide that, to the fullest extent permitted by law, U.S. federal district courts are the exclusive forum for claims arising under the Securities Act of 1933 and related rules, unless Usio consents in writing to a different forum in a particular case.